2003 Compensation Charter: DL

Current Charter
(June 2003)
corpsec\committee\compenst\Exec Comp Charter-0603.doc
CHARTER
EXECUTIVE COMPENSATION COMMITTEE
Functions
The purposes of the Executive Compensation Committee (the "Committee") of the Board of
Directors of The Dial Corporation (the "Corporation") shall be to:
A. Discharge the responsibilities of the Board of Directors with respect to compensation of
the Corporation's executives.
B. Produce an annual report on executive compensation for inclusion in the Corporation's
proxy statement, in accordance with applicable rules and regulations.
C. Oversee the evaluation of management of the Corporation.
Authority and Responsibilities
Executive Compensation
A. Establish a compensation philosophy for the Corporation with regard to salaries and
other compensation of executive officers, which considers business and financial
objectives, compensation provided by comparator companies and/or such other
information as may be deemed appropriate.
B. Approve all base salaries and other compensation of executive officers who are in a
position to exercise discretionary judgment which can substantially influence the affairs
of the Corporation.
C. Annually review the Chief Executive Officer's performance and compensation in light of
the Corporation's compensation philosophy, and set, in its sole discretion, an
appropriate compensation level based on this evaluation. In determining any long-term
incentive component of such compensation, the Committee should consider all relevant
factors, including the Corporation's performance and relative shareholder return, the
value of similar incentive awards to the chief executive officers at comparable
companies, and the awards given to the Chief Executive Officer in past years.
D. Review and approve any severance or termination arrangements to be made with any
executive officer of the Corporation.
E. Perform such duties and responsibilities as may be assigned to the Board or the
Committee under the terms of any executive compensation plan.
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Charter - Executive Compensation Committee
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F. Review perquisites or other personal benefits to the Corporation's executive officers
and recommend any changes to the board.
G. Produce an annual report on executive compensation for inclusion in the Corporation's
annual proxy statement, in accordance with all applicable rules and regulations.
Corporation Plans and Benefits
H. Make recommendations to the Board of Directors with respect to incentivecompensation
plans and equity-based plans.
I. Review all equity-compensation plans that are not subject to stockholder approval
under the listing standards of the New York Stock Exchange, and to approve such
plans in its sole discretion.
J. Approve awards to executives under all stock-incentive plans of the Corporation.
K. Act on behalf of the Board of Directors in administering compensation plans approved
by the Board of Directors and/or shareholders, in a manner consistent with the terms of
such plans, including, as applicable, review of performance target goals established
before start of the relevant plan year and determination of when performance goals have
been achieved at the end of the plan year.
L. Review and recommend for approval new incentive plans to the Board of Directors.
M. Review and make recommendations on changes in major fringe benefit programs.
Director Compensation
N. Annually review the outside Directors compensation program for competitiveness and
plan design. Recommend changes as appropriate to the Board.
Oversight of Evaluation of Management
O. Oversee the evaluation of management.
Miscellaneous
P. Approve independent compensation consultants, to advise the Committee, when
appropriate, including fees and other retention terms, such fees to be borne by the
Corporation.
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Charter - Executive Compensation Committee
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Q. Consult with and advise management on major policies affecting employee relations.
R. Perform such other duties and functions as from time to time may be prescribed by the
Board of Directors.
Composition, Structure and Procedures
Membership
A. The Committee shall consist of not less than three Directors, all of whom shall
1. be "independent directors" ("Independent Directors") under the listing
standards of the New York Stock Exchange;
2. qualify as "non-employee directors" within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended;
3. qualify as "outside directors" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended; and
4. satisfy any other necessary standards of independence under the federal
securities and tax laws.
Appointment and Removal
B. Members of the Committee shall be recommended by the Chairman of the Board,
submitted for nomination by the Governance Committee and elected annually to oneyear
terms by majority vote of the Board of Directors.
C. Vacancies on the Committee shall be filled by majority vote of the Board at the next
meeting of the Board following the occurrence of the vacancy.
D. A member of the Committee shall be removed only by majority vote of the Independent
Directors then in office.
Committee Structure and Operations
E. The chairperson of the Committee shall be designated by the Board, provided that if
the Board does not so designate a chairperson, the members of the Committee, by a
majority vote, may designate a chairperson.
F. The Committee shall meet at least twice annually or more frequently as circumstances
require. The chairperson of the Committee or a majority of the Committee's members
may call a special meeting of the Committee. A majority of the members of the
The Dial Corporation
Charter - Executive Compensation Committee
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Committee present in person or by means of a conference telephone or other
communications equipment by means of which all persons participating in the meeting
can hear each other shall constitute a quorum.
G. The Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittee such power and authority as the
Committee deems appropriate; provided, however, that no subcommittee shall consist
of fewer than two members; and, provided further that the Committee shall not delegate
to a subcommittee any power or authority required by any law, regulation or listing
standard to be exercised by the Committee as a whole.
H. The Committee may request that any directors, officers or employees of the
Corporation, or other persons whose advice and counsel are sought by the Committee,
attend any meeting to provide such pertinent information as the Committee requests.
Reporting to the Board
I. Following each of its meetings, the Committee shall deliver a report on the meeting to
the Board, including a description of all actions taken by the Committee at the meeting.
The Committee shall keep written minutes of its meetings, which minutes shall be
maintained with the books and records of the Corporation.
Evaluation of the Committee
J. The Committee shall, on an annual basis, evaluate its performance under this Charter.
In conducting this review, the Committee shall evaluate whether this Charter
appropriately addresses the matters that are or should be within its scope. The
Committee shall address all matters that the Committee considers relevant to its
performance, including at least the following: the adequacy, appropriateness and quality
of the information and recommendations presented by the Committee to the Board, the
manner in which they were discussed or debated, and whether the number and length of
meetings were adequate for the Committee to complete its work in a thorough and
thoughtful manner.
K. The Committee shall deliver to the Board a report setting forth the results of its
evaluation, including any recommended amendments to this Charter and any
recommended changes to the Corporation's or the Board's policies or procedures.